F-1 1 formf1.txt F-1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RADIATE RESEARCH INC. (Exact name of Company as specified in its charter) Not Applicable (Translation of Company's name into English) Canada 1711 Not Applicable (Jurisdiction of Incorporation or (Primary Standard Industrial (I.R.S. Employer Identification Organization) Classification Code Number) Number)
Suite 444, 300 March Road, Ottawa, ON, K2K 2E2, Canada (613) 599-9108 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Micah Grinstead Suite 444, 300 March Road, Ottawa, ON, K2K 2E2, Canada (613) 599-9108 Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: ------------------------------------------------------- ----------------------------------------------------- David Dobbs Robert L. Sonfield, Jr. DAVID M. DOBBS P.C. Sonfield & Sonfield: 8655 Via De Ventura, , Suite G-200 770 South Post Oak Lane Scottsdale, AZ 85258 Houston, Texas 77056, USA Telephone (480) 922-0077 Telephone: (713) 877-8333 Fax: (713) 877-1547 ------------------------------------------------------- -----------------------------------------------------
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. |X| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |-| If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |-| If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. CALCULATION OF REGISTRATION FEE ------------------------ -------------------------- -------------------- ------------------- ---------------- Number of Shares to be Proposed maximum Proposed maximum Title of each class of registered offering price per aggregate Amount of securities being share offering price registration registered fee ------------------------ -------------------------- -------------------- ------------------- ---------------- Class A Common Shares 1,637,400(1) $0.10(2) $163,740(1) $19.27 ------------------------ -------------------------- -------------------- ------------------- ---------------- Class A Common Shares 2,000,000 $0.075 $150,000 $17.55 issuable upon exercise of Warrants(3) ------------------------ -------------------------- -------------------- ------------------- ---------------- Total 3,637,400 $ $313,740 $36.82 ------------------------ -------------------------- -------------------- ------------------- ----------------
(1) There is also registered hereunder an indeterminate number of shares of common stock as shall be issuable as a result of a stock split, stock dividend, combination or other change in the outstanding shares of common stock. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 of the Securities Act. (3) The price per share is based upon the exercise price of the warrants pursuant to which such shares of common stock are issuable, in accordance with Rule 457(g). The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective on such date as the Commission, acting pursuant to Section 8(a) of the Securities Act of 1933, as amended, may determine. The information in this prospectus is incomplete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not a solicitation of an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion, Dated January_________, 2006 Prospectus 3,637,400 Shares of Class A Common Shares This prospectus relates to our Class A Common Shares ("Common Stock") being registered for possible resale, from time to time, to allow the shareholders identified in this prospectus ("Selling Shareholders") to sell up to 3,637,400 shares of our Common Stock. The Selling Shareholders currently hold 1,637,400 shares of Common Stock and warrants to acquire 2,000,000 shares of our Common Stock. See the section in this prospectus entitled "Selling Shareholders" for the names of the Selling Shareholders. We will receive no proceeds from the sale of any of our Common Stock by the Selling Shareholders. We will receive the proceeds from the Selling Shareholders' exercise of warrants. However, the Selling Shareholders are under no obligation to exercise the warrants. Our Common Stock is not traded on any securities exchange or on the OTC Bulletin Board. We expect to apply to be quoted on the OTC Bulletin Board shortly after our registration statement becomes effective. Shortly thereafter we intend to apply to be quoted on the Frankfurt Exchange. Investing in our Common Stock involves a high degree of risk. You should purchase shares only if you can afford a complete loss of your investment. You should read the "Risk Factors" section of this Prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is January____, 2006. Table of Contents Prospectus Summary 5 Risk Factors 6 Forward-Looking Statements 10 Use of Proceeds 10 Dividends 11 Selected Financial Data 11 Management Discussion and Analysis of Financial Condition and Results of Operations 14 Business 17 Management 18 Principal Shareholders 22 Related Party Transactions 23 Selling Shareholders 23 Plan of Distribution 28 Description of Share Capital 30 Taxation 36 Legal Matters 37 Where You Can Find More Information 37 Index to Financial Statements 38 Except as otherwise required by the context, all references in this prospectus to "we," "us, "our," the Company or "Radiate" refer to the operations of Radiate Research, Inc., a Canadian corporation. Prospectus Summary This summary provides a brief overview of some information about us and this offering. You should read the entire prospectus carefully including the risk factors and our financial statements and related notes before deciding to invest in our Common Stock. Unless otherwise indicated all amounts included in this prospectus have been expressed in Canadian Dollars. Our Company We are a Canadian company involved in the development and sale of products for use with our low voltage foil heating system. Our primary product is the Mothers Warmth Comfort Change System designed to provide a warm and comfortable surface for changing baby's diapers. We commenced sales activities in Canada in early 2005. We have targeted retail stores that specialize in baby products and we intend to continue to develop our market in Canada and commence marketing activities the United States. We have also developed products that use our heating system for floor heating but we have not generated sales to third parties. We were incorporated in Canada on June 10, 2004. Our principal office is located at Suite 444, 300 March Road, Ottawa, ON K2K 2E2, --- Canada and all of our executive administrative sales and research and development functions are based at that office. Our telephone number at our principal office is (613) 599-9108. Risk Factors For a discussion of some of the risks you should consider before purchasing shares of our Common Stock, you are urged to carefully review and consider the section entitled "Risk Factors" in this prospectus. The Offering The selling Shareholders identified in the section below of this prospectus entitled "Selling Shareholders" are offering on a resale basis a total of 3,637,400 shares of the following shares of our Common Stock: * 1,400,00 shares of our Common Stock issued in connection with our November 2005 private placement; * 37,400 shares of our Common Stock issued to our existing shareholders as part of our November 9, 2005 corporate reorganization; * 2,000,000 shares of our Common Stock issuable at a price of $0.075 per share upon the exercise of warrants issued to certain of the Selling Shareholders in our December 10, 2005 private placement Risk Factors An investment in our Common Stock is very risky. You may lose the entire amount of your investment. Before you invest in shares of our Common Stock, you should be aware of various risks, including those described below. You should carefully consider these risk factors, together with all of the other information included in this prospectus, before you decide whether to purchase the shares of our Common Stock. The risks set out below are not the only risks we face. We are a development stage company and we only have a limited operating history on which to evaluate our business or prospects. Our business was formed in June 2004 and we have only a limited operating history on which you can base an evaluation of our business and prospects, with only approximately $7,454 in net revenue generated from our initial product over the period from June 10, 2005 (inception) to May 31, 2005. Accordingly, our business prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development. We will require additional financing in order to continue the development of our products and our business operations. Such financing may not be available on acceptable terms, if at all. We currently are dependent on the sale of one product. We don't know if it will achieve significant levels of market acceptance or if we will be able to develop other products that will achieve market acceptance. We may encounter unforeseen difficulties that may deplete our limited capital resources more rapidly than anticipated. We may be required to make significant product development expenditures and spend additional money to maintain and expand our marketing efforts. We may need to seek additional equity financing in the future if our products do not generate revenue or if our expenses are greater than expected. The timing and amount of any capital requirements cannot be predicted at this time. We cannot be sure that any financing will be available on acceptable terms, if at all. If such financing is not available on satisfactory terms, we may be unable to continue, develop or expand our business, develop new products or penetrate existing markets at the rate desired and our ability to continue in business may be jeopardized. If adequate financing is not available, we may be required to terminate or significantly curtail our operations. This would have a negative impact on the value of your shares. We have experienced significant losses since inception and there is doubt about our ability to continue as a going concern. Our continued existence is dependent upon our ability to generate additional revenue, achieve profitability and maintain adequate financing arrangements. Our failure to do so would have severe consequences on our business, financial condition and results of operations. Since inception, through May 31, 2005 we have generated revenue of $7454 and net losses totalling approximately $213,539. We had working capital of Cdn$6,437 as of May 31, 2005. Because of our limited revenue, our losses and our limited capital our auditor has expressed doubt about our ability to continue as a going concern. We may be held liable for harm caused by products that our customers use. Our products are used in connection with infant care and home heating. Should these devices fail to perform as intended, or should these devices directly or indirectly cause injuries or illness to people, we may be required to incur substantial costs in defending against claims and may be required to pay damages arising from these actions. Damages awarded in a product liability action could be substantial and our financial condition would be negatively affected. Our success will be dependent upon our ability to adapt to technological advances. Our success will be dependent upon our ability to adapt to technological advances and changes in the industry. There is no assurance that we will be successful in our efforts in these respects. For example if another company discovers a means of effective low temperature heating such as radiant heating systems, it may have a negative impact on us. We must also keep abreast of technological advances such as improved High Temperature Systems (such as furnaces and radiators). Our success will depend upon the continued services of our senior management. Our success will depend upon the continued services of our President: Micah Grinstead, President. The loss of his services of key personnel could have a material adverse effect upon our business. We currently do not maintain any key personnel insurance and we have no employment agreements with him. We have never declared any dividends and we are not likely to declare any in the near future. We have not declared any dividends since inception, and we have no present intention of paying any cash dividends on our Common Stock in the foreseeable future. The payment of dividends, if any, in the future, rests in the discretion of our Board of Directors and will depend, among other things, upon our earnings, capital requirements and financial condition. The issuance of additional shares may impact the value of our Common Stock. We have an unlimited number of authorized shares of Common Stock. We may issue more shares to fund our operations. Sales of substantial amounts of Common Stock (including shares issuable upon the exercise of stock options, the conversion of notes and the exercise of warrants), or the perception that such sales could occur, could materially adversely affect prevailing market prices for our Common Stock and our ability to raise equity capital in the future. In addition, our board of directors has the authority without further shareholder approval to issue special shares with rights superior to those currently held by our common shareholders. Radiate is a Canadian company and it may be difficult for United States shareholders to effect service on or to realize on judgments obtained against Radiate in the United States. Radiate is a Canadian corporation. All of our directors and officers are residents of Canada and a significant part of our assets are, or will be, located outside of the United States. As a result, it may be difficult for shareholders resident in the United States to effect service within the United States upon us or upon, directors, officers or experts who are not residents of the United States, or to realize in the United States judgments of courts of the United States predicated upon civil liability of Radiate, or directors or officers. Accordingly, United States shareholders may be forced to bring actions against Radiate and our directors and officers under Canadian law and in Canadian courts in order to enforce any claims that they may have against Radiate or our directors and officers. There may be material tax consequences to United States investors There may be material Canadian federal income tax consequences that apply to a shareholder who is resident in the United States of America. You should consult with your own tax adviser to determine whether an investment in the Common Stock of Radiate is appropriate for you. Our Officers and Directors and existing shareholders own a substantial interest in our voting shares including our Class A Special Shares and Class B Special Shares and purchasers of our Common Stock offered pursuant to this prospectus will not have a significant voice in our management. Our officers and directors currently collectively own approximately 2.06% of our issued and outstanding shares of Common Stock. However, these officers and directors also own Class A and B Special Shares which are convertible at the option of the holder eighteen months after December 10, 2005, Upon conversion our officers and directors will collectively own approximately 26.46%. Collectively, our Class A Special Shares and Class B Special shares are entitled to voting rights equal to the number of shares of Common Stock into which they are convertible. The Class A Special Shares are convertible into the number of shares that equal 75% of the then outstanding number of share of Common Stock. Each Class B Special Share is convertible into five shares of Common Stock. The holders of our Class A Special Shares and Class B Special Shares, if acting together, will be able to significantly influence all matters requiring approval by our stockholders, including the election of directors and the approval of mergers or other business combination transactions. There is no market for our Common Stock and there will be no market until a market maker agrees to quote our stock and makes an application for listing our stock on the OTC Bulletin and our application is accepted. There is no market for our Common Stock and there will be no market for our Common Stock in the United States until it is quoted on the OTC Bulletin Board. No application has been filed but we intend to have our shares quoted on the OTC Bulletin Board. No assurance can be given that our Common Stock will be quoted on the OTC Bulletin Board or elsewhere. No application has been filed but we intend for our shares to trade on the Frankfurt Exchange. Failure to obtain a Frankfurt Exchange listing could result in adverse Canadian Income Tax results for our non-Canadian Shareholders. Our success will depend on our ability to protect our proprietary technology. Our rights to a substantial portion of our technology are as the assignee of United States patent applications. We have not been granted any patents and we don't know when or if any patents will be granted. We hold no U.S. trademarks. Our success will depend in part on our ability to protect and exploit our intellectual property, to obtain patents, to defend patents once obtained, and maintain our trade secrets. Failure to do so may introduce competition that could significantly reduce our ability to generate revenue. The sale or transfer of our Common Stock by shareholders in the United States will be subject to the so-called "penny stock rules." Under Rule 15g-9 of the Exchange Act, a broker or dealer may not sell a "penny stock" (as defined in Rule 3a51-1) to or effect the purchase of a penny stock by any person unless: (a) such sale or purchase is exempt from Rule 15g-9; (b) prior to the transaction the broker or dealer has (1) approved the person's account for transaction in penny stocks in accordance with Rule 15g-9, and (2) received from the person a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased; and (c) the purchaser has been provided an appropriate disclosure statement as to penny stock investment. The SEC adopted regulations that generally define a penny stock to be any equity security other than a security excluded from such definition by Rule 3a51-1. Such exemptions include, but are not limited to (1) an equity security issued by an issuer that has (i) net tangible assets of at least $2,000,000, if such issuer has been in continuous operations for at least three years, (ii) net tangible assets of at least $5,000,000, if such issuer has been in continuous operation for less than three years, or (iii) average revenue of at least $6,000,000 for the preceding three years; (2) except for purposes of Section 7(b) of the Exchange Act and Rule 419, any security that has a price of $5.00 or more; and (3) a security that is authorized or approved for authorization upon notice of issuance for quotation on the NASDAQ Stock Market, Inc.'s Automated Quotation System. It is likely that shares of our Common Stock, assuming a market were to develop in the United States, will be subject to the regulations on penny stocks; consequently, the market liquidity for the Common Stock may be adversely affected by such regulations limiting the ability of broker/dealers to sell our Common Stock and the ability of shareholders to sell their securities in the secondary market in the US. Moreover, our shares may only be sold or transferred by shareholders in those jurisdictions in the United States in which an exemption for such "secondary trading" exists or in which the shares may have been registered. Forward-Looking Statements This prospectus contains various forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act that are based on our beliefs as well as assumptions made by and information currently available to us. For this purpose, any statements contained in this Prospectus that are not statements of historical fact may be deemed to be forward-looking statements. When used in this prospectus, the words "believe," "expect," "anticipate," "estimate," "plan" and similar expressions are intended to help identify forward-looking statements. These statements are subject to certain risks, uncertainties, and assumptions, including those identified under "Risk Factors" above. These statements by their nature involve substantial risks and uncertainties and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include, but are not limited to, economic conditions generally and in our industry; competition within our industry, including competition from much larger competitors; technological advances which could render our products less competitive or obsolete; failure by us to successfully develop new products or to anticipate current or prospective customers' product needs; price increases or supply limitations for components purchased by us for use in its products; and delays, reductions, or cancellation of orders that may be placed with us. There can be no assurance that we will be able to develop our products or markets for our products in the future. Use of Proceeds We will not receive any proceeds from the Selling Shareholders' sale of shares of our Common Stock. However, we will receive the proceeds from any sale of Common Stock to the Selling Shareholders upon the exercise of the Selling Shareholders' warrants, when and if they are exercised. If the Selling Shareholders exercise their warrants, then we expect to use substantially all the net proceeds for research and development of our products, and expansion of sales and marketing activities, and other general working capital and corporate purposes. The amounts we actually expend for working capital and other purposes may vary significantly and will depend on a number of factors including, but not limited to, the actual net proceeds received, the amount of our future revenues and other factors described under "Risk Factors." Accordingly, our management will retain broad discretion in the allocation of the net proceeds of these funds. Dividends We have never declared or paid any cash dividends on our Common Stock. We anticipate that any earnings will be retained for development and expansion of our business and we do not anticipate paying any cash dividends in the near future. Our board of directors has sole discretion to pay cash dividends or other dividends with respect to our Common Stock based on our financial condition, results of operations, capital requirements, contractual obligations and other relevant factors. Selected Financial Data The following table sets forth, for the period indicated selected financial and operating data for Radiate. This information should be read in conjunction with our financial statements and notes thereto. The selected financial data provided below are not necessarily indicative of our future results of operations or financial performance. We have not paid any dividends on our common shares and we do not expect to pay dividends in the foreseeable future. The year end financial statements of Radiate have been audited by Malone & Bailey, PC independent registered public accountants. The financial statements are maintained in Canadian dollars, and have been prepared in accordance with accounting principles generally accepted in the United States. June 10, 2004 (Inception) Through May 31, 2005 --------------------- Sales $ 7,454 Cost of goods sold 13,014 --------------------- Gross loss (5,560) --------------------- Operating costs Consulting 91,750 Research and development 54,970 Professional fees 16,010 Other general and administrative 45,249 --------------------- Total operating costs 207,979 --------------------- Net loss for the period $ (213,539) --------------------- Net loss per share, basic and diluted $ (0.039) Weighted average shares outstanding used in per share computations 5,450,000 Balance Sheet Data May 31, 2005 Current assets Cash $ 13,683 Accounts receivable 1,912 Value added taxes recoverable 3,072 Inventory 8,278 Prepaid assets 7,500 --------------------- Total assets $ 34,445 Current liabilities Accounts payable and accrued liabilities 23,019 Sales taxes payable 444 Due to former officer 4,545 --------------------- Total current liabilities 28,008 Shareholders' equity Deficit accumulated during the development stage (213,539) --------------------- Total shareholders' equity 6,437 --------------------- Total liabilities and shareholders' equity $ 34,445 ==================== The "Assets" figures contained in the above table, and in the table below, include an item described as "Value Added Taxes Recoverable". Value Added Taxes Recoverable is made up of value-added tax amounts incurred on qualified Canadian expenditures net of Value Added Taxes charged on specified sales, that are refundable from the Government of Canada. This amount is not related to other income. Currency Exchange Rate Information The rate of exchange means the noon buying rate in New York City for cable transfers in Canadian dollars as certified for customs proposed by the Federal Reserve Bank of New York. The average rate means the average of the exchange rates on the last date of each month during a year. 2004 2003 2002 2001 2000 High $1.3970 $1.5747 $1.6003 $1.6034 $1.5583 Low $1.1775 $1.3484 $1.5593 $1.4935 $1.4318 Average for Period $1.3015 $1.4615 $1.5597 $1.5494 $1.4854 End of Period $1.2034 $1.3484 $1.5593 $1.5928 $1.4995 The exchange rate on August 5, 2005 was $1.2185. The high and low exchange rates for the six months through July 2005 are as follows: February March April May June July 2005 2005 2005 2005 2005 2005 High 1.2562 1.2463 1.2568 1.2703 1.2578 1.2437 Low 1.2294 1.2017 1.2146 1.2373 1.2256 1.2048
Management's Discussion and Analysis of Financial Condition and Results of Operations Overview We have been engaged in the research, development and sale of our primary product, Mothers Warmth Comfort Change System since our inception on June 10, 2004. Our revenue to date has consisted of sales of the Mothers Warmth Comfort Change Systems commencing in January 2005. We believe the following accounting policies are the most critical to us, in that they are important to the portrayal of our financial statements and they require our most difficult, subjective or complex judgments in the preparation of our financial statements: Revenue Recognition We recognize revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectibility is reasonably assured. Recent Accounting Pronouncements In December 2004, the FASB issued SFAS No. 123 (R), "Accounting for Stock-Based Compensation" SFAS No. 123 (R) establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. This Statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS No. 123 (R) requires that the fair value of such equity instruments be recognized as expense in the historical financial statements as services are performed. Prior to SFAS No. 123 (R), only certain pro forma disclosures of fair value were required. SFAS No. 123 (R) shall be effective for small business issuers as of the beginning of the first interim or annual reporting period that begins after December 15, 2005. The adoption of this new accounting pronouncement is expected to have a material impact on the financial statements of Radiate during the calendar year 2006. Results of Operations For the period from June 10, 2004 (Inception) through May 31, 2005 Revenue We generated of Revenue of $7,454 and incurred Cost of Goods Sold of $13,014 for the period from June 10, 2004 (inception) through May 31, 2005. The Gross Loss was attributable to estimation issues and start up costs during our initial year of operations together with additional product costs incurred due to low volumes. Operating Expenses We expended $207,979 on operating costs for the period from June 10, 2004 (Inception) through May 31, 2005. Operating costs included Consulting Fees of $91,750; Research and Development of $54,970; Professional Fees of $16,010 and General and Administrative Costs of $45,249. We incurred a net loss for the period from June 10, 2004 (Inception) through May 31, 2005 of $213,539. Liquidity and Capital Resources At May 31, 2005 we had Current and Total Assets of $34,445 comprised of Cash of $13,683, Receivables of $4,984, Inventory of Raw Materials and Finished Goods of $8,278 and Prepaid Assets of $7,500. We had total liabilities of $28,008 as of May 31, 2005, consisting of $23,019 of accounts payable and accrued expenses, $444 of sales taxes payable, and $4,545 of loans payable to a related party. We had working capital of $6,437 at May 31, 2005. We had a total accumulated deficit of $213,539 as of May 31, 2005. We used $210,838 for operating activities for the period from June 10, 2004 (inception) through May 31, 2005, which included a net loss of $213,539 as well as an increase in accounts payable and accrued expenses of $23,019 and Sales Taxes Payable of $444 net of what we were able to generate from operating activities by increases in Accounts Receivable of $1,912 Value Added Taxes Recoverable of $3,072; Inventory of $8,278 and Prepared Assets of $7,500. We had $224,521 in net cash provided by financing activities for the period from June 10, 2004 (inception) through May 31, 2005. This resulted from advances from related parties of $4,545, and proceeds from the sale of our common stock of $219,976. We believe we can satisfy our cash requirements until the end of the fourth quarter of 2005, assuming the subscription of share warrants. The timing of these additional subscriptions of share warrants is contingent upon our obtaining effectiveness of this Registration Statement. If we don't have sufficient funds to continue our operations as planned, we plan to scale down our operations and/or accrue salaries and expenses until additional financing can be raised. However, there can be no assurance that any of the warrants will be exercised or that new capital will be available to us, or that adequate funds for our operations, or will be available on terms satisfactory to us. We have no commitments from officers, directors or affiliates to provide funding. Our failure to obtain adequate additional financing may require that we delay, curtail or scale back some or all of our operations. Any additional financing may involve dilution to our then-existing shareholders. Our independent registered accounting firm issued its report that included an explanatory paragraph to highlight items that raise substantial doubt about our ability to continue as a going concern, and the financial statements as presented do not include any adjustments relating to the classification of the liabilities that might be necessary should we be unable to continue as a going concern. Amounts spent during each of last two years on research and development activities Our Research and Development expenses since inception relates to developing systems and equipment utilizing foil heating technology. Since inception we have spent $54,970 on Research and Development. Business Overview Radiate Research, Inc. was incorporated in Canada on June 10, 2004. Since inception we have been engaged in research and development of our primary product, Mothers Warmth Comfort Change System. We are currently developing a range of products for use with the low voltage foil system. Since inception we have generated revenues of a total of $7,454. Our Mothers Warmth Comfort Change System has been placed in retail locations across Ontario, Canada, including, Ottawa, Kemptville, Barrie, Calgary and Toronto. Products The Mothers Warmth Comfort Change System ("Change System") is a contour change pad that has an embedded low voltage heating element. This element is regulated to approximately 31(Degree)C to equal the surface body temperature of an adult human. The temperature is regulated by an embedded thermostat that prevents the unit from overheating. The heating element of the Change System is based on a low voltage flat foil system that is only approximately 0.2mm thick. The foil is comprised of two sheets of polyester with aluminium foil patterns laminated between these sheets. The Change System includes the heated change pad, a terry cloth cover and a fleece blanket. The Change System will also warm diapers, wipes, and ointment as a by-product of its normal function. One benefit of the Change System is that the infant is less aroused during the changing process. The Change System is currently manufactured pursuant to the terms of a License Agreement with Abond Corporation ("Abond"). We have granted Abond a five-year non-exclusive license to manufacture and sell the Change Systems and any improvements or alterations. We have also developed heated floor products using the low voltage elements. We don't presently expect to actively market these products. Competition We are involved primarily in the infant accessory market. Although there are a number of products that include contour changing tables, and warming devices for baby wipes we are not currently aware of any competitive products that include the features of our Mother's Warmth Contour Comfort Change System. We also have developed products for the floor heating market that we don't presently intend to market. There are several competitors in the radiant floor heating market. Research and Development, Patents and Licenses Since inception in June 2004 we have been engaged in research and development of products using a low voltage foil heating system. We have focused our efforts on the infant accessory market and the home comfort market. We intend to focus on the infant accessory market in the future. We have expended approximately $54,970 on research and development of our low voltage foil heating system and the development of our Mothers Warmth Comfort Change System and related products. We are the assignee of a United States design patent application for a heated change pad system that was originally filed with the United States Patent and Trademark Office in December 2004. We are the assignee of a United States utility provisional patent application filed in March of 2005. Sales and Marketing We have targeted the specialty infant retail stores in Canada and we intend to target the same market in the United States. Our sales strategy includes using Abond to sell to large retailers in Canada. Under the terms of our license agreement Abond is entitled to sell to retailers with more than 15 stores. Abond has agreed to pay us an annual royalty of 7% of the Net Sale Price of our Change System. Abond intends to market our Change System under its own brand. Property Our executive office is located at Suite 444, 300 March Road, Ottawa, ON, K2K 2E2, Canada. Employees We currently have one full time employee and one consultant. Management The names, ages and titles of our directors and executive officers are set forth below: Other Reporting Companies Name Age Position in Canada or the United States Company Position Micah Grinstead 42 President & CEO - None None Director Chris Skillen 58 Director Endo Networks Inc Chairman, Park Avenue Investments, Inc. Director Harry Keays 55 Director None Edward Napke 81 Director None Ronen Katz 42 Director None William L Sklar 57 Director Pathogenics, Inc Director PaperFree Medical Solutions, Inc. President, Director
The following sets out the principal occupations and related experience for the directors and senior officers of the Company over the past five years. Micah Grinstead - Director and President Mr. Grinstead is President of the Company and has been a Director since May 2, 2005. Prior thereto, he gained extensive progressive operational experience, manufacturing both on and off shore. His employment background includes such companies as Siltronics, SilCom Research Limited, GDI Hong Kong as Manager of Canadian Operations, Cygnus Satellite Systems, SiGEM and most recently, he served as the Canadian Operations Manager at Dowslake MicroSystems. Chris Skillen - Director Mr. Skillen has been a Director of the Company May 2, 2005. He heads a consulting company providing investment and advisory services to small and medium sized technology companies. Mr. Skillen founded The Crowntek Business Centers, a significant Canadian computer distributor in the early eighties. Mr. Skillen was CEO of Telepanel Systems Inc., a TSX and Nasdaq listed company until August 2000. Mr. Skillen is Chairman of Metasoft Systems Inc., a Vancouver company, which provides online searchable databases to non-profit organizations and charitable foundations in North America. Mr. Skillen is also Chairman of Endo Networks Inc., a Nasdaq listed company providing consumer engaging applications through the internet and kiosk interfaces. Mr. Skillen is also a director Of Park Avenue Investments, Inc. a TSX-V listed company. Mr. Skillen is also a director and advisor in a number of private companies including Hotspex and ES3. Harry Keays - Director Mr. Keays has been a Director since October 26, 2005. Mr. Keays graduated from Queens University in 1973. Mr. Keays is presently President of Keays Business Management, Inc. He was previously employed and the Chief Financial Officer of United Marine Electronics and Communications, Inc. formerly known as United Telephone Company, Ltd. He is a member of the Institute of Chartered Accountants of Ontario. Dr. Edward Napke, MD - Director Dr. Napke has been a Director since October 26, 2005. Dr. Napke is currently serving as a consultant for a World Health Organization Collaborating Centre for Drug Monitoring. He served as the Canadian representative in developing the World Health Organization drug monitoring program. Ronen Katz - Director Mr. Katz has been a Director since October 26, 2005. Mr. Katz was employed by Abond Corporation in 1987. In 1996 he became President of Abond Corporation and he continues to serve in that capacity. William Sklar - Director Mr. Sklar has served as a Director since October 26, 2005. Mr. Sklar has served as a consultant with Willmar Management Corp. since 1988. Since September 2004 Mr. Sklar has been the President and a Director of PaperFree Medical Solutions, Inc., a company trading on the OTC BB. He has also served as a Director of Pathogenics, Inc., a public company since January 2005. From July 1983 to October 1988 Mr. Sklar was the owner of Western Bag & Burlap a textile manufacturer. Ross Tuddenham - Senior Advisor Mr. Tuddenham has served as a consultant to Radiate since March 2005. In 2004 to 2005 he served as a consultant to SM Systems , a strategic sourcing solutions company. He has been involved in the creation, acquisition, management and structuring of businesses for the past thirty years. Neither the Company nor any of its officers, directors or controlling shareholders has (i) been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority, (ii) entered into a settlement agreement with a Canadian securities regulatory authority, or (iii) been subject to any other penalties or sanctions imposed by a court or regulatory authority that would likely be considered important to a reasonable investor making an investment decision. Executive Compensation There is presently one Executive Officer of Radiate, Micah Grinstead, President & CEO "Executive Officer" means the president,any vice-president in charge of a principal business unit such as sales, finance or production, any officer of the Company or a subsidiary who performs a policy-making function for the Company whether or not that person is also a director of the Company or the subsidiary, and the chairman and any vice-chairman of the board of directors of the Company if that person performs the functions of that office on a full-time basis. Set out below is a summary of compensation paid during the Company's most recently completed fiscal year to the Company's Executive Officers: Summary Compensation Table All Other Compen- Name and sation Principal Position Year Annual Compensation Long Term Compensation ($) Awards Payouts Securities Restricted Long Other Under Shares or Term Annual Options/ Restricted Incentive Compen- SARs Share Plan Salary Bonus sation Granted Units Payouts ($) ($) ($) (#) ($) ($) Micah Grinstead 2005 $15,000 0 0 0 0 0 0 President and Director Ross Tuddenham 2005 0 0 0 0 0 0 0 Senior Advisor Chris Skillen 2005 0 0 0 0 0 0 0 Director Dr. Edward Napke 2005 0 0 0 0 0 0 0 Director William L Sklar 2005 0 0 0 0 0 0 0 Director Ronen Katz 2005 0 0 0 0 0 0 0 Director Harry Keays 2005 0 0 0 0 0 0 0 Director
Options and Stock Appreciation Rights (SARs) No options or SARS have been granted to Directors, Officers or employees of the Company. The board of Directors of the Company have not adopted a stock option plan but may do so in the future. The terms of any such plan have not been determined. Compensation of Directors The Company has no arrangements, standard or otherwise, pursuant to which directors are compensated by the Company for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as consultant or expert during the most recently completed financial year. None of our directors have received any manner of compensation for services provided in their capacity as directors during the Company's most recently completed financial year. Long Term Incentive Plan (LTIP) Awards The Company does not have LTIP awards pursuant to which cash or non-cash compensation is intended to serve as an incentive for performance whereby performance is measured by reference to financial performance or the price of the Company's securities, was paid or distributed. Defined Benefit or Actuarial Plan Disclosure The Company has no defined benefit or actuarial plans Board Practices The board of Directors of the Company is currently comprised of Micah Grinstead, Harry Keays, Dr. Ed Napke, Chris Skillen, Ronen Katz and William L. Sklar. Each Director of the Company is elected annually and holds office until the next Annual General Meeting of Shareholders unless that person ceases to be a Director before that date. As soon as reasonably practicable after the effective date of our registration statement we intend to establish an audit committee comprised of independent directors who have suitable financial expertise. Employment Agreements We currently have no employment agreements. Principal Shareholders The following table lists as of December 1, 2005 the share ownership of all of our Directors, executive officers, and holders of 5% or more of our outstanding Common Stock on both an issued and fully diluted basis. The A and B Special Shares, while unconverted have voting rights which are not reflected in the percentage of Shares Held in the Current Holdings column below. We have no incentive stock options outstanding. ---------------------------------------------------------------- Current Holdings Post Conversion ---------------------------- Name and Position Number of Percentage of Number of Percentage of Common Shares held Common Shares Shares Held (%) Held Shares held (%) ---------------------------------------------------------- Micah Grinstead, President 32,000 0.88% 2,951,939 10.22% (1) and Director Harry Keays, Director 3,000 0.08% 276,744 0.96% (1) Dr. Edward Napke, Director 3,800 0.10% 350,543 1.21% (1) Chris Skillen, Director 3,600 0.99% 3,320,932 11.50% (1) William L Sklar, Director 250,000 0.86% (2) Ross Tuddenham, consultant 500,000 1.71% (2) Bayside Associates Ltd. 280,000 18.69% 680,000 2.33% (3) Manillo Investors, Ltd. 280,000 18.69% 680,000 2.33% (3) Kensington Group, Ltd. 280,000 18.69% 680,000 2.33% (3) Trufello Associates, Ltd. 280,000 18.69% 680,000 2.33% (3) Castlegate Group Ltd 280,000 18.69% 680,000 2.33% (3)
(1) after conversion of the Class A Special Shares (2) after conversion of the Class B Special Shares (3) after the exercise of the Warrants held by the holder and after taking into consideration the conversion of outstanding Preferred Class A and Class B Special Shares. As of December 10, 2005, 2005 Radiate had 54 shareholders of record. Other than as disclosed above we are not aware of any other company, any foreign government or any other person, jointly or severally, that directly or indirectly controls Radiate. We are not aware of any arrangements the operation of which may at a future date result in a change in control of Radiate. Related Party Transactions We entered into a License Agreement with Abond Corporation on March 9, 2005. One of our Directors, Mr. Ronen Katz is an officer and director of Abond Corporation and he owns 50% of the outstanding common stock of Abond. The License Agreement grants Abond Corporation the non-exclusive right to manufacture and market our Mothers Warmth Comfort Change System for a period of five years. The License Agreement requires that Abond Corporation pay us an annual royalty of seven percent (7%) of the Net Sales Price of Change System. We made payments of $78,000 to John Roberts for the period ending May 31, 2005. Mr. Roberts was a member of our Board of Directors and he was our President until May 2, 2005. Selling Shareholders The following table sets forth the name of each Selling Shareholder, the number of shares of Common Stock and the number of shares underlying the warrants owned by each Selling Shareholder. Because the Selling Shareholders may sell all, a portion or none of their shares, no estimate can be made of the aggregate number of shares that may actually be sold by any Selling Shareholder or that may be subsequently owned by any Selling Shareholder. The shares offered by this prospectus may be sold from time to time by the Selling Shareholders listed below. This table includes shares of Common Stock owned outright by the Selling Shareholders listed below, as well as shares of Common Stock underlying warrants owned by the Selling Shareholders. ----------------------------------------------------------------------------------------- Number of Shares Offered Under This Selling Shareholders Offering ------------------------------------------ Name Address Number Of Shares Number Of Number Of Percent Beneficially Shares Shares Class(3) Owned Before Offered By Offered By Offering(1) Selling Selling Security Security holder holder Upon Exercise Of of Warrants(2) -------------------------------------------------------------------------------------------------- John R. Allen 40 Kingsford Crescent, Ottawa, Ontario K2K 1T4 Canada 3,000 3,000 3,000 * Azra Alvi 76 Charing Road Nepean, Ontario K2G 4C9 Canada 800 800 800 * Michelle Begin 70 MacNabb Place, Rockliffe Park, Ontario K1L 8J4 Canada 3,000 3,000 3,000 * Richard Bertrand 32 Selwyn Crescent Ottawa, Ontario K2K 1N8 Canada 1,000 1,000 1,000 * Angela Borrello 52 Ashburn Drive Nepean, Ontario K2E 6N3 Canada 1,000 1,000 1,000 * John R. Booth 1050 Morrison Drive, 3rd Floor Ottawa, ON K2H 8K7 Canada 2,000 2,000 2,000 * Robert A. 2450 Upper Dwyer Hill Road Broomfield RR#2 Carp, Ontario K0A 1L0 Canada 3,000 3,000 3,000 * Mary Pat 109 James Street Burroughs Davidson Ottawa, Ontario K1B 5M2 Canada 2,000 2,000 2,000 * Roberta J. Cain 55 Robinson Avenue Ottawa, Ontario K1N 8N8 Canada 1,500 1,500 1,500 * Sandro Campagna 1316 Squire Drive Manotick, Ontario Canada 1,000 1,000 1,000 * Sebastian Citro 101-C 997 North River Road Ottawa, Ontario K1K 3V5 Canada 3,000 3,000 3,000 * Richard Clark 73 Seabrooke Drive Ottawa, Ontario K2L 2K4 Canada 3,000 3,000 3,000 * Margaret A. Coolen 31 Drainie Dr., Ottawa, Ontario K2L 3J8 Canada 1,200 1,200 1,200 * David R. Cox 9 McKay Crescent Unionville, Ontario L3R 3M7 Canada 3,000 3,000 3,000 * Elizabeth Dattilo 27 Cinnabar Way Stittsville, Ontario K2S 1Y6 Canada 3,000 3,000 3,000 * John W. Davies 7 Oakes Wood Ottawa, Ontario K2K 2B3 Canada 800 800 800 * T.G. Davies T. G. Davies 7 Oakes Wood Lane Ottawa, Ontario K2K 2B3 Canada 800 800 800 * David Edwards 23 Golding Crescent Ottawa, Ontario K2K 2N9 Canada 1,000 1,000 1,000 * Douglas J. Edwards 65 Brecken Drive Keswick, Ontario L4P 4A6 Canada 3,000 3,000 3,000 * Micah Grinstead 778 Pattersons Corners Road RR#2 Oxford Mills, Ontario K0G 1S0 Canada 32,000 32,000 32,000 * David J. S. 55 Robinson Avenue Hamilton Ottawa, Ontario K1N 8N8 Canada 1,500 1,500 1,500 * J.D. Family Trust 7 Oakes Wood (4) Ottawa, Ontario K2K 2B3 Canada 3,000 3,000 3,000 * J.R. Saint & 1550 Laperriere Avenue, Associates suite 100 Insurance Agencies Ottawa, ON K1Z 7T2 Ltd. (5) Canada 1,000 1,000 1,000 * Mary P. Jardine 13 Myrle Avenue Nepean, Ontario K2H 8E5 Canada 2,000 2,000 2,000 * Joan & Stewart 84 Pentland Place Smith Ottawa, Ontario K2K 1V8 Canada 3,000 3,000 3,000 * Harry Keays 20 Forsyth Lane Ottawa, Ontario K2H 9G9 Canada 3,000 3,000 3,000 * Bill Kiss 307 Beechgrove Avenue Ottawa, Ontario K1Z 6R4 Canada 1,000 1,000 1,000 * John LaGamba 8 Winton Road Toronto, Ontario M4N 3E3 Canada 3,000 3,000 3,000 * George Langill 17 Windeyer Crescent Ottawa, Ontario K2K 2P1 Canada 3,000 3,000 3,000 * Leach Technologies 4132 Appleton Side Road Ltd R. R. # 3 (6). Almonte, Ontario K0A 1A0 Canada 1,000 1,000 1,000 * David Levy 723 Upper Dwyer Hill Road West Carleton, Ontario K0A 1A0 Canada 3,000 3,000 3,000 * Maria A. Mancini 2710 Travers Drive Ottawa, Ontario K1V 8B1 Canada 1,000 1,000 1,000 * Marlay & Ford LLP 535 Legget Drive, Suite 204 (7) Ottawa, Ontario K2K 3B8 Canada 1,000 1,000 1,000 * Ann Matthews 68 Marsh Sparrow Lane Ottawa, Ontario K2K 3P2 Canada 4,000 4,000 4,000 * J. Peter McNaughton695 Hillcrest Avenue Ottawa, Ontario K2A 2N2 Canada 3,000 3,000 3,000 * Mary E. M. Mills 30 Pentland Crescent Ottawa, Ontario K2K 1V5 Canada 3,000 3,000 3,000 * Dr. Edward Napke 124 Amberwood Crescent Nepean, Ontario K2E 7H8 Canada 3,800 3,800 3,800 * Raj Narula 770 MontcrestDrive Orleans, Ontario K4A 2M6 Canada 3,000 3,000 3,000 * Avril Patrick 101-C 997 North River Road Ottawa, Ontario K1K 3V5 Canada 3,000 3,000 3,000 * Brian Penney 5224B Harvey Street Hailfax, Nova Scotia B3J 1A7 Canada 13,000 13,000 13,000 * William Petrie 415 Greenview Avenue, Suite 801 Ottawa, Ontario K2B 8G5 Canada 1,000 1,000 1,000 * John A. Roberts 151 Robson Court Ottawa, Ontario K2K 2W1 Canada 35,000 35,000 35,000 * David Schenkel 205 Rideau Place Ottawa, Ontario Canada 3,000 3,000 3,000 * John Scott 16 Fencerow Way Nepean, Ontario K2J 4X8 Canada 1,000 1,000 1,000 * Chris Skillen 7 Winton Road Toronto, Ontario M4N 3E2 Canada 36,000 36,000 36,000 * Robert C. Snell 221 Timber Lane RR#1, Fitzroy Harbour, Ontario K0A 1X0 Canada 3,000 3,000 3,000 * Ron Suter 51 Foxleigh Crescent Ottawa, Ontario K2M 1B6 Canada 8,000 8,000 8,000 * Kim A. Teron 53 Creeks End Lane Ottawa, Ontario K2H 1C7 Canada 20,000 20,000 20,000 * Terry Zanatta 53 Newcastle Avenue Ottawa, Ontario K2K 3B5 Canada 2,000 2,000 2,000 * --------------------------------------------------- - 237,400 237,400 237,400 6.53% ost warrant P Exercise Bayside Associates Hunkins Waterfront Plaza Ltd. (8) P.O. Box 556 Main Street, Nevis, West Indies 280,000 280,000 680,000 18.69% Manillo Investors, 37 Shepherd Street, Ltd. (9) London. W1J 4LH. United Kingdom 280,000 280,000 680,000 18.69% Kensington Group, 38 Hertford Street, Ltd. (10) London. W1Y 7TG. United Kingdom. 280,000 280,000 680,000 18.69% Trufello Hunkins Waterfront Plaza Associates, Ltd. P.O. Box 556 (11) Main Street, Nevis, West Indies 280,000 280,000 680,000 18.69% Castlegate Group Suite 4002a, Ltd (12) Central Plaza, 18 Harbour Road, Wanchai, Hong Kong 280,000 280,000 680,000 93.47% --------------------------------------------------- 1,637,400 1,637,400 3,637,400 100.00%
* less than one percent (1%) The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any shares as to which the selling security holder has sole or shared voting power or investment power and also any shares, which the selling security holder has the right to acquire within 60 days. Shares of Common Stock subject to a Convertible Note or Warrant currently convertible or exercisable, or convertible or exercisable within 60 days are deemed outstanding for computing the percentage of the selling security holder holding such Convertible Note or Warrant, but are not deemed outstanding for computing the percentage of any other person. The shares being registered include shares held by Directors of the Company, Micah Grinstead, Harry Keays, Dr.Edward Napke, and Chris Skillen, which are subject to the volume limitations of Rule 144. (1) Using 1,637,400 shares outstanding as of December 10, 2005. (2) Assumes that all Common Stock beneficially owned before the offering will be sold. (3) Assumes exercise of Warrants but excludes the effects of the conversion of Class A and Class B special shares, which are not convertible for eighteen (18) months. (4) John Davies is the trustee of J.D. Family Trust and in such capacity has dispositive authority over the Company's shares held in the name of J.D. Family Trust. (5) James Saint has dispositive authority over the Company's shares held in the name of J.R. Saint & Associates Insurance Agencies Ltd (6) Peter Leach has dispositive authority over the Company's shares held in the name Leach Technologies Ltd (7) Robert Ford has dispositive authority over the Company's shares held in the name Marlay & Ford LLP (8) Margareta Hedstrom, has dispositive authority over the Company's shares held in the name of Bayside Associates Ltd. ("Bayside"). The amounts listed for Bayside includes 100% of the shares isssuable upon the exercise of the 400,000 share warrants. (9) Megan Agha, has dispositive authority over the Company's shares held in the name of Manillo Investors, Ltd... ("Manillo"). The amounts listed for Manillo includes 100% of the shares isssuable upon the exercise of the 400,000 share warrants. (10) James Loughran, has dispositive authority over the Company's shares held in the name of Kensington Group, Ltd. ("Kensington"). The amounts listed for Kensington includes 100% of the shares isssuable upon the exercise of the 400,000 share warrants. (11) Sophie Leacacos, has dispositive authority over the Company's shares held in the name of ("Trufello"). The amounts listed for Trufello includes 100% of the shares isssuable upon the exercise of the 400,000 share warrants. (12) Barry Taleghany has dispositive authority over the Company's shares held in the name of Castlegate Group, Ltd. ("Castlegate"). The amount listed for Castlegate includes 100% of the shares issuable upon the exercise of the 400,000 share warrants. Plan of Distribution Upon the effectiveness of a registration statement pursuant to the Securities Act to which this Prospectus is a part, 3,595,000 shares of Common Stock will be freely tradable without restriction or further registration under the Securities Act, and 42,400 shares being registered on behalf of four of our Directors, Micah Grinstead, Chris Skillen, Harry Keays, Edward Napke, will be subject to the volume limitations of Rule 144. Sales of a substantial number of shares of the Company's Common Stock in the public market following this offering could adversely affect the market price of the Common Stock. As we currently lack a public market for our Common Stock, Selling Shareholders will sell at a price of $0.10 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. If before our shares are quoted on the OTC Bulletin Board, the Selling Shareholders wish to sell at a price different from $0.10 per share, we will file a post-effective amendment. Manner of Sale The shares being offered by the Selling Shareholders may be sold from time to time in one or more transactions (which may involve block transactions): * on the OTC Bulletin Board or on such other market on which the Common Stock may from time to time be trading; * in privately-negotiated transactions; * short sales; or * any combination of the above. The sale price to the public may be the market price prevailing at the time of sale, a price related to the prevailing market price, at negotiated prices or another price as the Selling Shareholders determine from time to time. The Selling Shareholders have the sole and absolute discretion not to accept any purchase offer or make any sale of shares if they deem the purchase price to be unsatisfactory at any particular time. The Selling Shareholders may also sell the shares directly to market makers acting as principals and/or broker-dealers acting as agents for themselves or their customers. Such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Shareholders and/or the purchasers of shares for whom such broker-dealers may act as agents or to whom they sell as principal, or both, which compensation as to a particular broker-dealer might be in excess of customary commissions. Market makers and block purchasers purchasing the shares will do so for their own account and at their own risk. It is possible that a Selling Shareholder will attempt to sell shares of Common Stock in block transactions to market makers or other purchasers at a price per share that may be below the then market price. There can be no assurance that all or any of the shares offered by this prospectus will be sold by the Selling Shareholders. The Selling Shareholders and any brokers, dealers or agents, upon effecting the sale of any of the shares offered by this prospectus, may be deemed "underwriters" as that term is defined under the Securities Act of 1933 or the Securities Exchange Act of 1934, or the rules and regulations there under. The Selling Shareholders and any other persons participating in the sale or distribution of the shares will be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations there under, including, without limitation, Regulation M, which may restrict certain activities of, and limit the timing of purchases and sales of any of the shares by the Selling Shareholders or any other such person. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and certain other activities with respect to such securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares. Grant of Registration Rights We granted registration rights to certain of the Selling Shareholders to enable them to sell the Common Stock and shares underlying the warrants they purchased from us. In connection with any such registration, we will have no obligation: * to assist or cooperate with the Selling Shareholders in the offering or disposition of such shares; * to indemnify or hold harmless the holders of any such shares, other than the Selling Shareholders, or any underwriter designated by such holders; * to obtain a commitment from an underwriter relative to the sale of any such shares; * We assume no obligation or responsibility whatsoever to determine a method of disposition for such shares. We will use our best efforts to file, during any period during which we are required to do so under our agreement with the Selling Shareholders, one or more post-effective amendments to the registration statement of which this prospectus is a part to describe any material information with respect to the plan of distribution not previously disclosed in this prospectus or any material change to such information in this prospectus. This obligation may include, to the extent required under the Securities Act of 1933, that a supplemental prospectus be filed, disclosing: o the name of any broker-dealers; o the number of common shares involved; o the price at which the common shares are to be sold; o the commissions paid or discounts or concessions allowed to broker- dealers, where applicable; o that broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, as supplemented; and o any other facts material to the transaction. Description of Share Capital General We are a Canadian corporation and our affairs are governed by our Articles of Incorporation, our Bylaws and the Canadian Business Corporations Act. The terms of our current share capital are set forth in the Certificate of Amendment to our Articles of Incorporation dated November 9, 2005 and are summarized below. Class A Common Shares Our Articles of Incorporation authorize us to issue an unlimited number of Class A Common Shares. The holders of Class Common Shares are entitled to one vote with respect to each Class A Common Share held by such holder. As of December 10, 2005 there are 1.637,400 shares of Class A Common issued and outstanding. The holders of our Class A Common Shares are entitled to receive such dividends, if any, as may be declared by our board of directors from time to time out of legally available funds. The holders of our Class A Common Shares are entitled to receive distributions upon our liquidation, dissolution or winding up of our assets that are legally available for distribution, after payment of all debt and other liabilities, ratably with the holders of our Class A Special Shares and Class B Special Shares. Class A Special Shares Our Articles of Incorporation authorize the issuance of up to 11,632,600 Class A Special Shares. Each Class A Special Share is convertible at the option of the holder into fully paid and nonassessable Class A Common Shares in an amount determined by dividing 75% of the Conversion Amount by the number of Class A Special Shares outstanding on the Conversion Trigger Date (as defined in our Articles). As of December 10, 2005 there were 11,632,600 shares of Class A Special Shares outstanding Holders of Class A Special Shares are entitled to vote and to such dividends paid and distributions made to the holders of Class A Common Shares to the same extent as if such holders had converted their Class A Special Shares into Class A Common Shares and participate ratably with the holders of any Common Shares and Class B Special Shares. Class B Special Shares Our Articles of Incorporation authorizes the issuance of up to 170,000 Class B Special Shares. Holders of our Class B Special Shares are entitled to vote on any matter submitted to the shareholders. The holders of Class B Special Shares vote together as a class with holders of Class A Common Shares and Class A Special Shares. Each Class B Special Share is convertible into five Class A Common Shares. As of December 10, 2005 there were no shares of Class B Special Shares outstanding. The following table sets forth the number of shares of common stock issued and outstanding during the year ended May 31, 2005 Total Consideration Subscription Amount Total Subscription Amount (Cdn#) Shared Issued Number Consideration Receivable Net of Subscription Receivable ---------------------------------------------------------------------------------------------------------- - pursuant to a private 6,850,000 121 placement at $0001 685 (564) ---------------------------------------------------------------------------------------------------------- - pursuant to a private 3,900,000 195,000 (145) 194,855 placement at $0.05 ---------------------------------------------------------------------------------------------------------- - pursuant to a private 100,000 25,000 placement at $0.25 25,000 ---------------------------------------------------------------------------------------------------------- - (less issue costs) ---------------------------------------------------------------------------------------------------------- Balance at May 31, 2005 10,850,000 219,976 220,685 (709) ----------------------------------------------------------------------------------------------------------
Options We have no stock options outstanding. Share Purchase Warrants As at the date of this prospectus, the Company had the following share purchase warrants outstanding: Potential Number of Number of Exercise Warrants Shares to Exercisable Price > Outstanding be Issued Until Per Share ---------------------------------------------------------------------------- 2,000,000 2,000,000 One year $0.075 Articles of Incorporation and By-Laws The following summarizes certain provisions of our Articles of Incorporation, Bylaws and related provisions of the Canada Business Corporation Act. (1) The Company's objects and purposes as set forth in the Company's Articles of Incorporation. The Company's Articles of Incorporation are silent as to the Company's objects and purposes. (2) Matters relating to Directors of the Company: (i) Director's power to vote on a proposal, arrangement or contract in which the director is materially interested: A Director who is interested in an existing or proposed contract or transaction with the Company or who holds any office or possesses any property which might created a conflict with his duty or interest as a Director shall declare the nature and extent of such interest or conflict or potential conflict with his duty and interest as a Director in accordance with the Canada Business Corporations Act (the "Company Act") . A Director shall not vote in respect of any contract or transaction with the Company in which he is interested. The foregoing shall not apply to: (a) any contract or transaction relating to a loan to the Company, which a Director or a corporation or firm in which he has an interest has guaranteed or joined in guaranteeing the repayment of the loan or any part of the loan; (b) any contract or transaction made with, or for the benefit of a holding or subsidiary corporation of which a Director is a director; (c) any contract by a Director to subscribe for or underwrite shares, debentures or debt obligations to be issued by the Company, or any contract, arrangement or transaction in which a Director is interested if all the other Directors are also interested therein; or (d) determining the remuneration of the directors. The foregoing prohibitions and exceptions may from time to time be suspended or amended by ordinary resolution, either generally or in respect of a particular contract, arrangement or transaction or for any particular period. (ii) Directors' power, in the absence of an independent quorum, to vote compensation to themselves or any members of their body: The remuneration of the Directors may be determined by the shareholders, unless the Directors are authorized to determine their remuneration. Such remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company who is also a Director. The Directors shall be repaid such reasonable expenses as they may incur on behalf of the Company and if any Director shall perform any services for the Company that in the opinion of the Directors are outside the ordinary duties of a Director or shall otherwise be occupied in the Company's business, he may be paid a remuneration to be fixed by the Board, or, at the option of such Director, by the Company in general meeting, and such remuneration may be either in addition to, or in substitution for any other remuneration that he may be entitled to receive. The Directors on behalf of the Company, unless otherwise determined by ordinary resolution, may pay a gratuity or pension or allowance on retirement to any Director who has held any salaried office or place of profit with the Company or to his spouse or dependents and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance." (iii) Borrowing powers exercisable by the directors and how such borrowing powers can be varied: The Directors may at their discretion authorize the Company to borrow any sum of money for the purposes of the Company and may raise or secure the repayment of that sum in such manner and upon such terms and conditions as they think fit, and in particular by the issue of bonds or debentures, on any mortgage or charge, whether specific or floating, or other security on the undertaking or the whole or any part of the property of the Company, both present and future. (iv) The Company's Articles are silent as to the retirement or non-retirement of directors under an age limit requirement. (v) Number of shares, if any, required for qualification: No Director shall be required to hold a share in the Company as qualification for his office. (3) Rights, preferences and restrictions attaching to each class of shares: (i) Dividend rights, including time limit after which dividend entitlement lapses. The Company's shareholders, subject to the rights, privileges and restrictions attaching to a particular class of shares, have the right to receive dividends if, as and when declared by the Board of Directors. Neither the Company Act nor the Company's Articles provides for lapses in dividend entitlement. (ii) Voting rights; staggered re-election intervals; cumulative voting. Each of the Company's Common Shares entitles the holder to one vote at any annual or special meeting of shareholders. The Company's Articles provide for election of directors on a rotation basis. The Company's shareholders do not have cumulative voting. (iii) Rights to share in surplus in event of liquidation In the event of the Company's liquidation, dissolution or winding-up or other distribution of the Company's assets, the holders of Common Shares, Class A and B Special Shares will be entitled to receive, on a pro rata basis, all of the assets remaining after the Company's liabilities have been paid out. (iv) Other There are no redemption or sinking fund provisions with respect to the Company's Common Shares. Common shareholders have no liability as to further capital calls by the Company. There are no provisions discriminating against any existing or prospective holder of the Company's Common Shares as a result of such shareholder owning a substantial number of the Company's Common Shares. Holders of the Company's Common Shares do not have pre- emptive rights. (4) Actions necessary to change the rights of holders of the Company's stock: In order to change the rights of holders of a class of the Company's stock, a vote of at least three- quarters of the issued and outstanding shares of that class is required. (5) Conditions governing manner in which annual general meetings and extraordinary general meetings of shareholders are convoked, including conditions of admission: (i) Annual Meeting The first annual general meeting shall be held within 15 months from the date of incorporation and thereafter an annual general meeting shall be held once in every calendar year at such time, not being more than 13 months after the holding of the last preceding annual general meeting and place as the Directors shall appoint. (ii) Special Meetings The Directors may, whenever they think fit, convene an extraordinary general meeting. An extraordinary general meeting may also be convened if requisitioned in accordance with the Company Act, by the Directors or, if not convened by the Directors, by the requisitionists as provided in the Company Act. Not less than 10 days notice of any general meeting specifying the time and place of meeting and in case of special business, the general nature of that business shall be given to any person as may be entitled to receive such notice from the Company. The accidental omission to give such notice or the non-receipt of such notice by any of such persons shall not invalidate any proceedings at that meeting. Exchange Controls There is no law or governmental decree or regulation in Canada that restricts the export or import of capital, or affects the remittance of dividends, interest or other payments to a non-resident holder of common stock, other than withholding tax requirements. See "Taxation" below. There is no limitation imposed by Canadian law or by the constituent documents of the Company on the right of a non-resident to hold or vote Common Shares, other than are provided in the Investment Canada Act (Canada). The following summarizes the principal features of the Investment Canada Act (Canada). Investment Canada Act The Investment Canada Act (the "ICA") provides, among other things, that an acquisition by a non-Canadian as defined by the ICA (which includes an individual, a government or an agency thereof, or a corporation, partnership, trust or joint venture, which is not Canadian or Canadian-controlled) of more than 50 percent of the voting shares of a corporation incorporated in Canada carrying on a Canadian business is deemed to be an acquisition of control and, if the value of the Canadian business exceeds certain stipulated thresholds, is subject to Canadian Government administrative review and possible prohibition if the Canadian Minister of Industry is not satisfied that the acquisition is of "net benefit" to Canada. The ICA further provides that the acquisition of less than a majority but one-third or more of the voting shares of a corporation incorporated in Canada carrying on a Canadian business is presumed to be an acquisition of control of that corporation unless it can be established that, on the acquisition, the corporation is not controlled in fact by the acquirer through the ownership of voting shares. Markets The common shares of Radiate are not listed on any stock exchange although it is the intention of our management to seek a quotation of our common shares on the OTC Bulletin Board. There will continue to be no market for our Common Stock in the United States until our Common Stock is quoted on the OTC Bulletin Board. It is likely that shares of our Common Stock, assuming a market were to develop in the United States, will be subject to the regulations on penny stocks; consequently, the market liquidity for the Common Stock may be adversely affected by such regulations limiting the ability of broker/dealers to sell our Common Stock and the ability of shareholders to sell their securities in the secondary market in the United States. Moreover, shares may only be sold or transferred by shareholders in those jurisdictions in the United States in which an exemption for such "secondary trading" exists or in which the shares may have been registered. Cottonwood Stock Transfer, located in Salt Lake City, Utah, will be the registrar and transfer agent for the Company's common shares. Taxation Material Canadian Federal Income Tax Consequences Management of the Company considers that the following discussion describes the material Canadian federal income tax consequences applicable to a holder of Common Stock of the Company who is: (a) a resident of the United States and who is not a resident of Canada for purposes of the Canada - United States Tax Convention (1980), as amended (the "Convention"); and (b) who does not use or hold, and is not deemed to use or hold, his shares of Common Stock of the Company in connection with carrying on a business in Canada (a "Non-Resident Shareholder"). Management of the Company intends file an application to have our shares quoted on the OTC Bulletin Board and immediately thereafter intends to make an application to apply to list the shares of the Company on the Frankfurt Stock Exchange in Germany . The following discussion assumes that the shares of the Company are listed on the Frankfurt Stock Exchange. This summary is based upon the current provisions of the Income Tax Act (Canada) (the "ITA"), the regulations thereunder (the "Regulations"), the current publicly announced administrative and assessing policies of the Canada Revenue Agency and all specific proposals (the "Tax Proposals") to amend the ITA and Regulations announced by the Minister of Finance (Canada) prior to the date hereof. This description is not exhaustive of all possible Canadian federal income tax consequences and, except for the Tax Proposals, does not take into account or anticipate any changes in law, whether by legislative, governmental or judicial action. Dividends Dividends paid on the common stock of the Company to a Non-Resident Shareholder will be subject to withholding tax. The Convention provides that the normal 25% withholding tax rate is reduced to 15% on dividends paid on shares of the Company to most Non-Resident Shareholders, and provides for a further reduction of this rate to 5% where the beneficial owner of the dividends is a Non-Resident Shareholder which is a corporation and which owns at least 10% of the voting shares of the Company. Capital Gains A Non-Resident Shareholder will not be subject to tax under the ITA with respect to any capital gains realized upon the disposition of shares of Common Stock of the Company unless such shares constitute "taxable Canadian property" of a Non-Resident Shareholder (as defined in the ITA). Even if such shares constitute "taxable Canadian Property" of a Non-Resident Shareholder, the Non-Resident Shareholder will be entitled to relief from Canadian income tax under the Convention unless the value of the Company's shares is derived principally from real property situated in Canada. The Common Stock of the Company will not constitute taxable Canadian property of a Non-Resident Shareholder at any time provided such Non-Resident Shareholder, person's with whom the Non-Resident Shareholder did not deal at arm's length or the Non-Resident Shareholder together with such persons, did not own at any time during the five year period immediately preceding that time, 25% or more of the issued shares of any class or series of the capital stock of the Company. Legal matters Certain legal matters with respect to the issuance of shares of Common Stock offered hereby will be passed upon by David M. Dobbs, P.C. Where You Can Find More Information We file reports and other information with the U.S. Securities and Exchange Commission. You may read and copy any document that we file at the SEC's public reference facilities at 450 Fifth Street N.W., Room 1024, Washington, D.C. 20549. Please call the SEC at 1-800-732-0330 for more information about its public reference facilities. Our SEC filings are also available to you free of charge at the SEC's web site at www.sec.gov. Index to Financial Statements Report of Independent Registered Public Accounting Firm 39 Balance Sheet dated May 31, 2005 40 Statement of Operations for the period from inception (June 10, 2004) through May 31, 2005 41 Statement of Changes in Shareholders' Equity for the period from inception (June 10, 2004) through May 31, 2005 42 Statement of Cash Flows for the period from inception (June 20, 2004) through May 31, 2005 43 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors Radiate Research Inc. (A Development Stage Company) Ottawa, Canada We have audited the accompanying balance sheet of Radiate Research Inc. (a development stage company) as of May 31, 2005, and the related statements of operations, shareholders' equity and cash flows for the period from June 10, 2004 (inception) to May 31, 2005. These financial statements are the responsibility of Radiate Research Inc.'s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Radiate Research Inc. as of May 31, 2005, and the results of its operations and its cash flows for the period described above in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that Radiate Research Inc. will continue as a going concern. As discussed in Note 2 to the financial statements, Radiate Research Inc. had net assets of $6,437 and incurred net losses of $213,539 as of May 31, 2005, which raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to those matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Malone & Bailey, PC www.malone-bailey.com Houston, Texas November 16, 2005 RADIATE RESEARCH INC. (A Development Stage Company) BALANCE SHEET May 31, 2005 (Amounts in Canadian dollars, unless otherwise noted) ASSETS Current assets Cash $ 13,683 Accounts receivable 1,912 Value added taxes recoverable 3,072 Inventory 8,278 Prepaid assets 7,500 --------------------- Total assets $ 34,445 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accounts payable and accrued liabilities 23,019 Sales taxes payable 444 Due to former officer 4,545 --------------------- Total current liabilities 28,008 Commitments - Shareholders' equity Special Shares: (Note 3) Class A convertible special shares, without par value, 11,632,600 shares authorized, none issued and outstanding - Class B convertible special shares, without par value, 170,000 shares authorized, none issued and outstanding - Common stock, without par value, unlimited shares authorized, 10,850,000 shares issued and outstanding (note 3) 220,685 Subscription receivable (709) Deficit accumulated during the development stage (213,539) --------------------- Total shareholders' equity 6,437 --------------------- Total liabilities and shareholders' equity $ 34,445 ====================
RADIATE RESEARCH INC. (A Development Stage Company) STATEMENT OF OPERATIONS For the Period from June 10, 2004 (Inception) Through May 31, 2005 (Amounts in Canadian dollars, unless otherwise noted) Inception Through May 31, 2005 ------------------------------- Sales $ 7,454 Cost of goods sold 13,014 ------------------------------- Gross loss (5,560) ------------------------------- Operating costs Consulting 91,750 Research and development 54,970 Professional fees 16,010 Other general and administrative 45,249 ------------------------------- Total operating costs 207,979 ------------------------------- Net loss for the period $ (213,539) ------------------------------- Net loss per share, basic and diluted $ (0.04) Weighted average shares outstanding used in per share computations 5,450,000
RADIATE RESEARCH INC. (A Development Stage Company) STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY For the Period from June 10, 2004 (Inception) Through May 31, 2005 (Amounts in Canadian dollars, unless otherwise noted) Deficit Accumulated During the Special Shares Common Stock Subscription Development -------------- ------------ Shares Amount Shares Amount Receivable Stage Total ----------------------------------------------------------------------------------- Stock issued for cash - $ - 10,850,000$ 220,685 $ (709) $ - $ 219,976 Net loss - - - - - (213,539) (213,539) ----------------------------------------------------------------------------------- Balance at May 31, 2005 - $ - 10,850,000$ 220,685 $ (709) $ (213,539) $ 6,437 ===================================================================================
RADIATE RESEARCH INC. (A Development Stage Company) STATEMENT OF CASH FLOWS For the Period from June 10, 2004 (Inception) Through May 31, 2005 (Amounts in Canadian dollars, unless otherwise noted) Inception Through May 31, 2005 CASH FLOWS FROM OPERATING ACTIVITIES Net loss for the period $ (213,539) Adjustments to reconcile net loss to cash provided by operating activities: Change in Accounts Receivable (1,912) Value Added Taxes Recoverable (3,072) Inventory (8,278) Prepaid Assets (7,500) Accounts Payable and Accrued Liabilities 23,019 Sales Taxes Payable 444 ------------------------ NET CASH USED IN OPERATING ACTIVITIES (210,838) CASH FLOWS FROM FINANCING ACTIVITIES Due to Former Officer 4,545 Issuance of Common Shares for cash 219,976 ------------------------ NET CASH PROVIDED BY FINANCING ACTIVITIES 224,521 ------------------------ NET CHANGE IN CASH 13,683 CASH AT BEGINNING OF PERIOD - ------------------------ CASH AT END OF PERIOD $ 13,683 ======================== SUPPLEMENTAL DISCLOSURES: Cash paid for interest $ - Cash paid for income taxes $ -
RADIATE RESEARCH INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Amounts in Canadian dollars, unless otherwise noted) NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of business Radiate Research Inc. ("Radiate") was incorporated under the Canada Business Corporations Act on June 10, 2004, and filed Articles of Amendment on November 9, 2005. Radiate is developing systems and equipment utilizing foil heating technology. Revenue recognition Radiate recognizes revenues at the time of shipping or substantial completion of installation of the products. Billings in advance of services rendered will be recorded as deferred revenue and are recognized at the time services are rendered. Research and development Research costs are expensed as incurred. Development costs are expensed in the year incurred unless management believes a development project meets the generally accepted accounting criteria for deferral and amortization. In the opinion of management, no development costs incurred to date meet all the criteria for deferral and amortization. Therefore, all development costs have been expensed as incurred. While there are government programs available to provide assistance on eligible research and development expenses, it is not presently the company's intention to apply for such assistance given the relatively modest amounts involved vs. the effort required. Income taxes Future tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Foreign currency Foreign currency transactions are translated into Canadian dollars at exchange rates in effect on the date of the transactions. Monetary assets and liabilities are translated into Canadian dollars at the exchange rate in effect as at the balance sheet date. Foreign currency gains and losses are included in income. Use of estimates The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Earnings (loss) per share For the purposes of the basic and fully diluted earnings (loss) per share computation, the weighted average number of common shares has been used. Concentrations of credit risk Radiate is exposed to credit-related losses in the event of non-performance by counterparties. Credit exposure is minimized by dealing with only creditworthy counterparties. Fair values The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities and notes payable approximate fair values due to the short-term maturities of these instruments. Recently issued accounting pronouncements Radiate does not expect the adoption of recently issued accounting pronouncements to have a significant impact on Radiate's results of operations, financial position or cash flow. NOTE 2 - GOING CONCERN Radiate has had minimal operations since inception, is a development stage company and has limited capital resources. As shown in the attached financial statements, Radiate had net assets of $6,437 and had incurred net losses of $213,539 as of May 31, 2005. Radiate has not obtained profitable operations and is dependent upon obtaining financing to pursue research and development activities. These matters raise substantial doubt about Radiate's ability to continue as a going concern. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. These financials statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should Radiate be unable to continue as a going concern. Management believes that Radiate will be able to fund its capital needs as a result of a funding it has arranged subsequent to the period end. NOTE 3 - COMMON STOCK AND SPECIAL SHARES Subsequent to the year end, on November 9, 2005 the company filed Articles of Amendment pursuant to the Canada Business Corporations Act, to (a) change the status of the company from Private to Public (b) to crate a new class of shares of the Corporation consisting of an unlimited number of shares and designated as the "Class A Common Shares" (c) To create a new class of shares in the capital of the Corporation consisting of 11,632,600 shares and designated as the "Class A Special Shares" (d) To create a new class of shares in the capital of the Corporation consisting of 170,000 shares and designated as the "Class B Special Shares" The Share Capital at May 31, 2005 after giving retroactive effect to the changes above, is as follows: (a) Special shares 1. Class A Special Shares Rank in priority to the Common Shares and any other class of shares currently outstanding or created hereafter, other than the Class B Special Shares. Except in the case of liquidation, no dividends are payable on the Class A Special Shares. Except as otherwise provided by law, the Class A shares are entitled to the number of votes as if the shares had been converted to Common Shares. The Class A Special Shares are convertible at the option of the holders, after eighteen months, into the number of common shares sufficient to ensure that the former Class A Special Shareholders, as a class, will hold 75% of the then issued and outstanding common shares. Authorized: 11,632,600 shares Issued and outstanding: Nil 2. Class B Special Shares Rank in priority to the Common Shares and any other class of shares currently outstanding or created hereafter, other than the Class A Special Shares. Except in the case of liquidation, no dividends are payable on the Class B Special Shares. Except as otherwise provided by law, the Class B shares are entitled to the number of votes as if the shares had been converted to Common Shares. The Class B Special Shares are convertible at the option of the holders, after eighteen months, into five (5) common shares of the Corporation. Authorized: 170,000 shares Issued and outstanding: Nil (b) Common shares - During fiscal 2005, 10,850,000 common shares were issued for $219,976 in cash and $709 in subscription receivables. NOTE 4 - RELATED PARTY TRANSACTION: Contract fees of $78,000 were paid to related parties during fiscal 2005. Related parties also advanced $6,500 to the company as demand loans, $2,000 of which were repaid during the period. NOTE 5 INCOME TAXES Radiate has a loss at May 31, 2005 available to reduce future years' taxable income. The approximate amounts and expiry dates of these non-capital loss carry forwards are as follows: ------------------------------------------------------------------------------- Year expired Federal Provincial ------------------------------------------------------------------------------- 2011-12 $ 213,000 $ 213,000 ------------------------------------------------------------------------------- $ 213,000 $ 213,000 Deferred tax assets $ 31,950 Less: valuation allowance (31,950) -------- Net deferred taxes $ - --------- NOTE 6 - SUBSEQUENT EVENT On October 17, 2005 the company entered into a Securities Purchase Agreement involving the potential issuance of 47,791,667 Common Shares, whereby investors would subscribe for a combination of Common Shares and Warrants which would yield up to $780,000 to the company should all the warrants be exercised. PART II -- INFORMATION NOT REQUIRED IN PROSPECTUS Item 6. Indemnification of Directors and Officers. Commission Policy on Indemnification Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to contracts, statutes, or otherwise, the SEC has advised us that in its opinion, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. If a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether our indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue. By-laws Our By-laws provide that we shall indemnify our officers and directors against all costs, charges and expenses reasonably incurred by them regarding any civil, criminal or administrative claim to which that person is made a party by reason of having been an officer or director of Radiate provided that the indemnified person acted in good faith in the best interests of Radiate and the indemnified person, in any criminal or administrative proceeding resulting in a monetary penalty, had reasonable grounds for believing that the conduct was lawful.. Item 7. Recent Sales of Unregistered Securities. On December 10, 2005_2005, we completed a private placement of units consisting of our Common Stock and warrants to purchase our Common Stock. In connection with the private placement, we issued 1,400,000shares of our Common Stock and warrants to purchase an aggregate of 2,000,000 shares of Common Stock. The following table sets forth our private sale of our shares of common stock from inception through May 31, 2005 Total Subscription Amount (Cdn#) Shared Issued Number Consideration Receivable Net of Subscription Receivable ---------------------------------------------------------------------------------------------------------- - pursuant to a private 6,850,000 121 placement at $0001 685 (564) ---------------------------------------------------------------------------------------------------------- - pursuant to a private 3,900,000 195,000 (145) 194,855 placement at $0.05 ---------------------------------------------------------------------------------------------------------- - pursuant to a private 100,000 25,000 placement at $0.25 25,000 ---------------------------------------------------------------------------------------------------------- - (less issue costs) ---------------------------------------------------------------------------------------------------------- Balance at May 31, 2005 10,850,000 219,976 220,685 (709) ----------------------------------------------------------------------------------------------------------
Item 8. Exhibits and Financial Statement Schedules. (a) The following Exhibits are filed as part of this Registration Statement: 3.1 Articles of Incorporation 3.2 Certificate of Amendment of Articles of Incorporation 3.3 Bylaws 4.1 Specimen Share Certificate 5.1 Opinion of David M. Dobbs, P.C. 10.1 Assignment of Patent Application from Micah Grinstead, John Roberts and Chris Skillen to Registrant 10.2 License Agreement between the Registrant and Abond Corporation 10.3 Form of Securities Purchase Agreement among the Registrant and the named Purchasers 10.4 Consulting Agreement between the Registrant and Ross Tuddenham 23.1 Consent of Malone & Bailey, PC 23.2 Consent of David M. Dobbs, P.C. (included with Exhibit 5.1) (b) All schedules have been omitted because information required has been included with the Financial Statements or notes thereto or is otherwise not applicable. Item 9. Undertakings. 1. The undersigned Registrant hereby undertakes to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933. (b) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; provided, however, that paragraphs (a) and (b) shall not apply if such information is contained in periodic reports filed by the Registrant under Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference into this Registration Statement. (c) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. 2. The undersigned Registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. The undersigned Registrant hereby undertakes to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 4. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report under Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference into this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 5. The undersigned Registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to Shareholders that is incorporated by reference in the prospectus and furnished under and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. 6. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the undersigned Registrant according the foregoing provisions, or otherwise, the undersigned Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ottawa, Province of Ontario, Canada on January 24, 2005. RADIATE RESEARCH INC. By: /s/ Micah Grinstead ------------------------- Micah Grinstead, President Each person whose signature appears below constitutes and appoints Micah Grinstead his true and lawful attorney-in-fact with full power of substitution and resubstitution for him and in his name place and stead in any and all capacities to sign any and all amendments including post-effective amendments to this registration statement and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission hereby ratifying and confirming all that said attorney-in-fact or his substitute each acting alone may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. (Signature) _________________________________________________________________ (Title) _____________________________________________________________________ (Date) ______________________________________________________________________ Micah Grinstead, CEO and Director Chris Skillen, Director Harry Keays, Director Edward Napke, Director William L. Sklar, Director Exhibit Index 3.1 Articles of Incorporation 3.2 Certificate of Amendment of Articles of Incorporation 3.3 Bylaws 4.1 Specimen Share Certificate 5.1 Opinion of David M. Dobbs, P.C. 10.1 Assignment of Patent Application from Micah Grinstead, John Roberts and Chris Skillen to Registrant 10.2 License Agreement between the Registrant and Abond Corporation 10.3 Form of Securities Purchase Agreement among the Registrant and the named Purchasers 10.4 Consulting Agreement between the Registrant and Ross Tuddenham 23.1 Consent of Malone & Bailey, PC 23.2 Consent of David M. Dobbs, P.C. (included with Exhibit 5.1)